Business Review Addendum

BUSINESS REVIEW ADDENDUM

Parties

Recitals

WHEREAS, Client Name: seeks a professional review of certain business operations, financial information and related documents for internal assessment and planning; and

WHEREAS, Reviewer Name: represents that it possesses the requisite expertise to conduct such a review and prepare a written report in accordance with the terms set forth in this Addendum; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality and other terms governing the business review effective as of Effective Date: .

Scope of Work

Reviewer shall perform the business review services described below. Services shall include data collection, analysis, interviews with designated personnel, preparation of findings and recommendations, and delivery of a written report.

Acceptance criteria for deliverables:

Payment Terms

Total Review Fee: $. Payment shall be made in accordance with the payment schedule below.

Deposit (if any): $ due on execution. Remaining balance due within days of invoice unless otherwise agreed in writing.

Late Payment: Unpaid amounts shall accrue interest at % per month (or the maximum permitted by law). Client shall also reimburse Reviewer for reasonable collection costs and attorneys' fees incurred in enforcing payment.

Reimbursable Expenses: Expenses are reimbursable subject to prior written authorization. If reimbursable, the parties agree a cap of $ unless otherwise approved.

Term and Termination

Term Start Date: . Term End Date: .

Either party may terminate this Addendum for convenience upon written notice delivered at least days prior to the effective termination date. Termination for cause is permitted upon material breach that remains uncured for fifteen (15) days following written notice; material breach includes nonpayment or failure to provide necessary information for the review.

Upon termination, Reviewer shall deliver all completed work and Client shall pay all fees and reimbursable expenses accrued through the effective date of termination. Any pre-paid, unearned fees shall be refunded within thirty (30) days after termination, subject to set-off for services performed.

Confidentiality

For purposes of this Addendum, "Confidential Information" means any non-public business, financial, technical or other information disclosed by one party to the other in connection with the review. Each recipient shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely for performance under this Addendum; and (c) not disclose Confidential Information to any third party except to employees, agents or permitted subcontractors who need to know and who are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that is (i) publicly known through no breach by the recipient, (ii) independently developed by recipient without use of the discloser's Confidential Information, or (iii) rightfully received from a third party without restriction.

Return or Destruction: Upon written request or termination, recipient shall return or securely destroy Confidential Information and certify completion within days, except to the extent retention is required by law or internal compliance policies (in which case retained copies remain subject to confidentiality obligations).

Liability; Indemnification

Each party shall indemnify and hold harmless the other party from third-party claims arising out of its gross negligence, willful misconduct or breach of this Addendum. Except for liability resulting from willful misconduct or negligent misrepresentation, Reviewer's aggregate liability under this Addendum shall not exceed the total fees paid by Client to Reviewer under this Addendum.

Governing Law

This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located within that state for disputes arising under this Agreement, subject to any agreement to seek injunctive relief as provided below.

Entire Agreement; Amendment

This Addendum, together with any attachments and the underlying engagement letter or services agreement between the parties, constitutes the entire agreement with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification to this Addendum must be in a writing signed by authorized representatives of both parties.

Severability: If any provision of this Addendum is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Acknowledgment

Each party acknowledges that it has read and understands this Addendum, has had the opportunity to seek independent counsel, and agrees to be bound by its terms by executing below.

Sign Now